Presentation to Bondholders Combination of Selecta and Pelican Rouge - PowerPoint PPT Presentation

Presentation to Bondholders Combination of Selecta and Pelican Rouge – March 2017

Agenda • Executive Summary • Key Transaction Highlights • Overview of Pelican Rouge • Overview of Transaction • “Selecta + Pelican Rouge” • Synergy Potential • Proforma Financial Profile • Transaction Timeline 2

Executive Summary • Selecta AG (“Selecta” or the “Company”) has signed an agreement to acquire Pelican Rouge B.V. (“Pelican Rouge ”), a leading coffee services provider in Europe (the “Transaction”) • The Transaction would be structured as an acquisition of 100% of Pelican Rouge’s share capital • The Transaction would envisage the issuance of up to € 375m of New Selecta Loans and an injection of at least € 180m of new capital from Selecta’s 100% shareholder KKR (“KKR” or “the Sponsors” defined as funds and accounts managed or advised by affiliates of KKR & Co. L.P.) • The Transaction would enhance Selecta’s credit profile and create a leading vending operator and coffee services provider for the workplace, on-the- go as well as hotels, restaurants and cafes (“HoReCa”) across Europe • Presence in 15 1 markets with combined revenues of over € 1.3bn • Opportunity to realize cost synergies in excess of € 35m • KKR injecting additional capital of at least € 180m • Net leverage of c.4.3x LTM PF Dec-2016 EBITDA pro forma for run-rate synergies 2 • The purpose of this presentation is to update Selecta’s existing bondholders on the Transaction • No consent required • Transaction expected to close by the end of Q2 2017 Adjusted for Selecta’s disposal of Baltic countries (transaction expected to close in March 2017). 1. Based on Pro Forma LTM Dec-2016 EBITDA of € 222.3m consisting of Selecta EBITDA of € 111.3m, Pelican Rouge EBITDA of € 76.0m, and EBITDA synergies of € 35.0m. 2. 3

Key Transaction Highlights • Creation of a leading Creation of a pan-European leading operator in vending and coffee services (for the workplace, on-the-go as well as 1 HoReCa) with presence in 15 markets 1 vending operator and • coffee service provider in Strong position in key European countries (France, UK, Spain, Switzerland, Germany, Netherlands, Belgium, Nordics) Europe • Strong brand recognition (Selecta and Pelican Rouge) and diverse portfolio of product and concept offering • Comprehensive product portfolio with strengthened position in the workplace, on-the-go and HoReCa segments Greater revenue visibility 2 & diversification • Multi-year contracts with strong track record for renewals • Broadly diversified client base with average client retention of >90% • Higher EBITDA resilience Ability to reduce costs in challenging operating environments and economic downturns 3 and cash flow stability • Flexibility to adjust capex by increasing focus on refurbishment of machines • Significant cost and Ability to realise economies of scale via increase in machine density and operating leverage 4 capex synergies with • More effective sourcing and procurement (including leveraging Pelican Rouge Roaster capacity) further revenue growth • HQ and country consolidation potential • Capex savings – fleet optimisation and improved machine spend and spare parts • Comprehensive product and concept portfolio in all countries, as well as stronger service and sales force coverage • Further strategic and Fragmented markets with opportunities for consolidation 5 operational improvement • Accelerate roll-out of new technologies (i.e. cashless and telemetry) opportunities • Operational efficiency opportunities (i.e. field force productivity and machine portfolio management) • Ongoing initiatives to drive top line growth: e.g. Starbucks / Lavazza partnerships, strengthened concepts: OCS / HoReCa • Sharing of know-how Sharing of know-how between two best-in-class players in the sector 6 supported by highly • Management team with proven track record in operational and financial transformation experienced • KKR as an experienced partner in the vending sector and strongly committed to the combined business with significant management team and capital injection as part of the transaction committed shareholder Adjusted for Selecta’s disposal of Baltic countries (transaction expected to close in March 2017). 1. 4

Pelican Rouge Overview A leading pan-European coffee services provider Key Financials ( € m) 5 Company Description • 2014 2015 2016 LTM (Dec) One of the leading European coffee services providers with a strong focus on OCS and HoReCa that complements Selecta’s Revenue 632.2 628.0 641.6 591.5 broader vending and office coffee strategy % Growth (0.7)% 2.2 % • EBITDA 108.5 101.1 84.2 76.0 Two operational divisions with separate geographical focus and product offering: % Margin 17.2% 16.1% 13.1% 12.8% • Net Capex (57.3) (61.4) (51.2) (39.4) CoffeeCo – 39% of Group sales and 56% of EBITDA 1 (Netherlands, Belgium, Norway, Finland, Roaster) o/w Net Cash Capex (53.4) (59.7) (42.0) (30.2) • o/w Funded Capex (3.9) (1.7) (9.2) (9.3) VendingCo – 61% of Group sales and 44% of EBITDA 1 EBITDA - Net Capex 51.2 39.7 33.0 36.5 (France, UK, Ireland, Spain) • Owns and operates a roasting facility which supplies Group companies and third parties with ingredients for coffee vending Geographical Footprint machines – primary focus is on roasted coffee • Presence Machine park: c.195k machines 2 • Established in 1863 and headquartered in Dordrecht, Netherlands Revenue by Geography 1,3 Revenue by Segment 1,4 ​Coffee Roaster ​Other ​Netherlands ​France 9% 4% 13% ​Belgium 17% ​HoReCa 8% ​Norway 11% 4% ​Finland ​OCS ​UK&I 3% (Non- 25% ​Roaster ​Private operated) ​Spain 16% (Operated) 17% 14% 59% 1. Pelican Rouge revenue and EBITDA breakdown shown for the last twelve months ending December 2016. 2. Excludes UK Technical Service machines. 3. UK & Ireland includes Custompack. Roaster sales include internal sales to Group companies. 4. Other includes Custompack and Retail. Roaster sales refer to external sales. 5 5. Pelican Rouge 2014-2016 financials based on FYE March.

Pelican Rouge Highlights Strong complementary vending activities and long standing, complete coffee offering and expertise  One of the leading European vending operators with strong focus on coffee services  Strong presence in Belgium, Netherlands, UK, France, and Spain and country overlap in 8 markets with Selecta  Coffee experience since 1863, including roasting facility in the Netherlands  Full coffee product suite  Established vending and coffee brand Source: Company information 6

Pelican Rouge Financial Performance Despite underperformance over FY2014-2016, recent turnaround measures have resulted in stabilisation of business performance Revenue ( € m) EBITDA ( € m) EBITDA – Net Capex ( € m) (0.7)% 2.2% 17.2% 16.1% 13.1% 12.8% 47.2% 39.3% 39.2% 48.1% (19.7)% 0.7% (11.9)% 632 642 109 628 592 51 101 84 40 37 76 33 2014 2015 2016 LTM 2014 2015 2016 LTM 2014 2015 2016 LTM % Cash Conversion 1 % Margin % Growth Commentary   Resilient underlying Group revenue historically with return to growth in 2016; Group EBITDA margin stabilised at c.13% driven by recent turnaround measures decline in LTM mainly due to loss of key contracts in France and GBP weakening  Expected margin uplift from turnaround in the UK  Successful turnaround in Spain  Successful turnaround in Spain following integration of multiple targets  Revenue stability in the UK driven by limited customer concentration  Despite acquisition of lower margin Maas and Sodexo business in Belgium,  Organic growth and M&A driving top line in Belgium positive impact on profitability expected from contract renegotiation   Sales decline in Netherlands which has stabilised due to improving win rates / Net capex impacted by rationalisation of machine park, greater emphasis placed on customer retention / upselling and new customer acquisition refurbishment of existing machines  Challenging performance in France due to market weakness and loss of key contracts (Disney, Total)  Strong growth in Roaster driven by increasing demand from key customers Note: Pelican Rouge 2014-2016 financials based on FYE March. 1 Cash conversion defined as (EBITDA-net capex)/EBITDA. 7